SENSATIONAL SPIDERMAN 3
by WOLVERINE25TH
Summary: Spider-Man, Peter Parker and Agent Briggs track down the Scarlet Spider, but will they be too late to save the life of Doctor Octopus?
1. INTRO

Hey, True Believers! 

Welcome to the conclusion of Scarlet Fever! That's right, just four short weeks ago I began sharing my saga that returned Ben Reilly to the world. Now before I go on, I have a couple questions that need answering; 

Q: When did Peter Parker give up being Spider-Man? 

Check out Spectacular Spider-Man #229. Peter decided it was time to hang up the webs and focus on his family, especially since he believed he was the clone. This wasn't the last we'd hear of him, though. Following this issue, a mini-series was released called "The Final Adventure" which explores Peter's life in Portland and how he lost his spider powers by the time he returned to the Spidey titles in the "Blood Brothers" arc. 

Q: Why do you make a new story for each part instead of a new chapter? 

Simply explained; my background is in comic books as is the background of this story. As such, I'm creating the illusion of the comic books by splitting up the parts, symbolizing the different issues you'd have to buy each month. I understand though that this may end up being confusing for a lot of you so if it is, let me know in you reviews and the next story I do will be presented in the other format. But in all honestly, I regard each one as a separate story that when placed together with others creates an even BIGGER story. 

This part of the story was 2 years in the making. I say that because even though I had already begun work on #s 4 and 5, I had never finished #3. One of the banes of having too many ideas at one time; you always end up jumping around. When I decided to release the stories in prose form on the web, I had to try and come up with a suitable ending to the tale 2 years after I last thought about it. If I managed to succeed, well, I'll leave that up to your reviews to let me know. 

And that's all! Thanks for reading, and hope you enjoyed the ride. And if you want this saga to continue it's up to all of you to tell me so and I'll get right on writing out the next seven arcs I had already plotted. Until next time, true believers! 

C 


	2. SENSATIONAL SPIDERMAN 3

**PREVIOUSLY**

Due to the conflict of interest presented by her closeness to Agent Joe Wade, Special Agent Stephanie Briggs was not allowed to join in on the investigation of his disappearance. Determined not to sit on the sidelines, she managed to contact Spider-Man and ask for his help.

Unfortunately, she got more than she bargained for when the cybernetic Scarlet Spider, a result of an accidental malfunction that bonded Joe Wade to the solid Virtual Reality model his mind was controlling, crashed their meeting. Spider-Man did his best to hold off the crazed killer, but with his new enhancements the Scarlet Spider easily took him down.

Worse would have happened had Joe Wade not intervened and tried to take back control of his body from the sinister program infecting him. Diverting the attention of the good guys, Scarlet made his escape. Now, Spider-Man, Agent Briggs, and against her better judgment Peter Parker are about to track him via a spider tracer slipped on during the confusion and put an end to this scarlet nightmare once and for all.

* * *

Stan Lee Presents  
**THE SENSATIONAL SPIDER-MAN  
#3  
"SCARLET FEVER PART 3"**

Written by  
CHRIS BUCHNER

Spider-Man created by  
STAN LEE  
STEVE DITKO

* * *

_"My name is Joe Wade _

"I used to work for the FBI.

"And I've never been more alone.

"Well, not really. I got my partner, Steph. She's a great girl, a good friend. (Maybe I shoulda made a move on her when I had the chance…) I say that 'cause I was on an assignment with her as my backup; undercover work. Job was to infiltrate the network of the newest "super villain" on the block, one Carolyn Trainer…known better to the public as the new Doctor Octopus.

"Somehow, she caught me…that she-witch! She did something to me. She stuck me into this machine, used my mind to control some kinda physical hologram of the Scarlet Spider…she turned me into that MONSTER! I know what it's done. I know what it's doing.

"I'm trying to fight it.

"But…it's too strong! And I can feel it, every second. Bit by bit. The fear hits me like the shot to the gut, the fear hits even harder than the realization…I'm losing.

"God help me, I'm losing!"

"Hee hee hee!"

* * *

**NEW JERSEY**

A blue 4-door sedan drives off the highway leading from New York and down to the waterfront, its destination the warehouses by the shore overlooking Manhattan Island. Inside, Agent Stephanie Briggs drives in silence, keeping her focus on the road while the hundreds of thoughts rattle around inside her head. Thoughts of concern for her partner, trapped in the belly of the beast. Thoughts of fear that one of them could die as a result of the pending confrontation. Thoughts of just how the hell they were going to stop it.

In the backseat sit her two passengers. One of them is full-time photographer for the Daily Bugle, new father, and former Spider-Man Peter Parker. Agent Briggs didn't like the idea of his tagging along, being a civilian in her eyes, but he made a strong argument against that and talked his way into the car. Of course, being vouched for by the man next to him couldn't have hurt either.

Ben Reilly was a man without a life or a past until he returned to New York City. A clone of Peter Parker's, he now wears the webs of Spider-Man. His costume is tattered and singed from the battle merely an hour or so ago in the skies over the city with the Scarlet Spider. In Lady Ock's desire for vengeance against him for ruining all her plans, as both the original Scarlet Spider and Spider-Man, she made the other Scarlet stronger, faster and more powerful than ever. A miscalculation on her part being that he was able to break free from her control and go rogue. It's just a happy coincidence that he desired Spidey's death even more than Ock for his part in keeping him imprisoned inside comatose Joe Wade's head.

"I know this area," Agent Briggs says, breaking the silence, "the Bureau had this mapped out as one of the original Doc Ock's base locations. There have been suspicious amounts of power being siphoned off over here for the last couple of weeks, but I guess Lady Ock managed to do something so that even experts couldn't tell what was going exactly where." She glances back at the men. "I thought you said Ock wasn't in control?"

"She's not," Spidey says as he replaces the web-cartridges in his web-shooters with fresh ones, "at least that's what he ranted on the rooftop." Peter makes a discreet motion and Spidey unclips two more fresh cartridges, handing them off to Peter. Agent Briggs quietly watches the quick exchange in her rear view mirror and notices a glint of metal from under Peter's jacket as it rides up slightly with his movement. Yet another thing for her to ponder.

"So, if she's not the mastermind, why are we following your tracer right to Ock's lair?"

* * *

**OCK'S LAB**

Scarlet drops down from the hole he made in the roof into the lab he trashed upon his initial escape. Debris and parts litter all over the floor, and once glorious devices are nothing more than scrap. He looks around for the warehouse's sole occupant.

"Yooooooooooo hooooooooooooooooo! Hey, Doc! I'm here for my 1,000 mile oil change! Hee hee hee!" He looks around, curiously, moving slowly in a spidery fashion across the floor. "Doc? Oh, doooooooc! Aw, c'mon, I didn't beat ya up THAT bad now did I? Where are ya?"

"Right here!" Lady Ock says. Scarlet spins around and sees the battle ravaged woman standing barely with the aid of her crutch, holding a large gun pointed directly at him. "I knew you would be coming back, and I know what you want. But, this time I'm ready for you!"

"Oh?" Scarlet asks. Scarlet glances back at the main console against the back wall, noticing the map of Jersey with something indicated on it by the shoreline. Scarlet stands up and claps his hands. "A tracking device implant! Very clever, doc! Gee, you're sma…" Scarlet never gets to finish his sentence as Ock squeezes the trigger of her gun and a giant laser blast nails him right in the chest. Scarlet goes flying back and landing in a pile of debris while Ock tries to steady herself from the recoil.

Ock looks at the smoke billowing up from the area Scarlet landed. That blast was designed to either scramble his neurological net or fry him. Preferably both, she had hoped. However, her hopes slowly sank as she saw Scarlet's form begin to rise within the dissipating smoke.

**"Big mistake, Doc!"** Scarlet steps up onto the debris, crouched in a ready position. Gone is the red and blue covering of his small, petite original form. Now stands the hulking, chrome monster within the monster**(1)**. His red eyes and red slanted spider symbol on his back and chest both glow a dull red, red smoke rising from his eyes. Talons are on his fingers that run back into the slotted gauntlets now on his forearms. His feet now end in long, slotted points and a pair of pinchers jut out from where his mouth should be. **"'Cause, now I'm mad…and when Spider get mad…"** Scarlet lunges at Ock, "SPIDER SMASH!" Scarlet knocks the gun out of her hands while he strikes her, sending her flying back and into the wall behind her.

**"Now, down to business!"** he says as he moves forward, grabbing her neck in his hand and slamming her head into the wall. **"Let's talk about how you are going to eliminate Joe Wade…once and for all!"**

* * *

**MEANWHILE**

Agent Wade's room lies in shambles. FBI agents have all but closed off this wing of the hospital as they scour around, looking for clues as to where Lady Octopus would have taken Wade. The head agent on scene, an old portly man, is led into the room by another younger agent carrying a file.

"What the hell went on in here?" the head agent asks.

"We have confirmed reports of Lady Octopus breaking in, tearing up the place, and kidnapping Agent Wade."

"I know that! WHY did she kidnap him? What was his last assignment?" The younger agent flips through the file.

"Agent Wade was on undercover assignment to infiltrate the organization of Lady Octopus and keep close tabs on her operations. Near as we can tell, he was made and forced into some kind of virtual reality experiment that turned him into a metallic creature **(23)**."

"Actually, it was a virtual copy of the Scarlet Spider," a voice from behind them states. They both turn back towards the room door to see an African-American woman standing there with an FBI ID clipped to her belt.

"And you are?" the head agent asks.

"Special Agent Stephanie Briggs, I was Agent Wade's partner on that assignment." She walks into the room, looking around. "Over a year ago, the new Doc Ock stole components that were the largest leap in Virtual Reality technology. She used them to create a solid hologram powered by Agent Wade's mind." She walks over to the bed and places her rubber gloved head on the torn wrist restraints hanging off the side. "Agent Wade was stopped, but fell into a coma shortly after and needed to be placed on immediate life support."

"So if Wade was comatose, why take him now?" the head agent asks.

"My guess?" Steph starts, "She wants the Scarlet Spider back.

* * *

**MEANWHILE**

Just outside the lab, Spidey peers in through the doorway to the lab watching the scene before him. Peter stands against the opposite wall, looking in as well while holding his camera. Agent Briggs quickly enters the room and joins Spidey against the wall, pulling out her gun and holding it up and ready.

"Alright, web-head…back-up's on the way. What's the deal?"

"Well, I got bad news and I got worse news," Spidey starts, "Bad news is I was right about Scarlet's intentions. Worse news is he's gone mecca."

"Marvelous…"

* * *

**"So, what's it gonna be, Doc?"** Scarlet asks. 

"I-I can't…it would destroy you both!" she replies.

**"EEEEEEEEEERNT! Wrong answer!"**

* * *

"Okay, game plan," Spidey starts, "Agent Briggs, you and me distract him long enough to let Parker get Ock clear…" Suddenly, Ock comes flying through the wall right next to Peter. She falls to the floor and skids to a stop, crumpled up amidst the debris of the wall. "…Orrrrrrrrrrrr not. Okay, new plan…IT'S CLOBBERING TIME!" Spidey leaps into the lab with Agent Briggs right behind him, firing her gun at Scarlet. 

**"Oooh, I'm SO scared!"** Scarlet quips as the bullets ricochet off his metallic form. He fires two web-lines and snags Spidey in mid-leap, pulling back and spinning, sending him flying into some of Ock's equipment. "You know, if you keep this up I'm gonna need to get some booties for me to shake in! Hee hee hee!" Scarlet leaps at Agent Briggs as she finally empties her last round.

_Blast! I hope this works!_ "Joe! Joe, it's Stephanie!" she says as Scarlet lands directly in front of her. "Can you hear me in there, Joe?"

_"I can hear you, Steph!"_

**"We're sorry, Joe's not home right now. Please leave a message and I'll get on with killing you!"** Scarlet says as he raises his arm above Agent Brigg's head. Spidey leaps onto his back, grabbing the protrusions from Scarlet's face. He pulls back as hard as he can.

"Hey, handsome! Remember me?"

* * *

Joe Wade stands in his human form in an empty plane of space. He stands upright, his face twisted in despair and his hands clenching clumps of his hair, and yet there is no discernable ground beneath him. All around is just a simple void, a mass of swirling, pulsating dark colors moving all about. Before him in a swirling mass hovering above where he stands is an image of what his body currently sees; that of Agent Briggs before the Scarlet Spider, about to be killed horribly by him. This is not reality, this is what has become of Agent Wade's mind; his own perception of self. The unfamiliar made familiar by Wade's mind and past perceptions over the course of his life. 

_"Aw, man! I gotta do something!"_ he says to himself. Or, so he thinks.

_"I know!"_ an unexpected voice chimes in. Agent Wade turns around to see a form materializing through the swirling mass of the void, that of the red version of the Scarlet Spider; an iconic representation of the program infesting his body given a recognizable form by Wade's own mind. _"You could die!"_

* * *

Back in reality, Peter crouches down by Lady Ock, holding her head up with his arm. 

"Carolyn! Carolyn Trainer! Can you hear me?"

"Who…?" she responds weakly.

"Listen to me carefully; do you have a way to stop the Scarlet Spider?"

"He's…too strong…b-base program corrupted…he…he…"

"Carolyn? CAROLYN!" Shouting does Peter no good. Lady Ock's injuries were severe enough to render her unconscious finally. She's out, Peter thinks, lost too much blood and took too great a beating. We have to get her some treatment—and soon!

* * *

Scarlet lunges himself backwards, plowing the hero on his back hard into a wall. "Can you feel this now? Good!" Spidey loses his grip and crumples to the floor, the wind knocked out of him from the blow. Scarlet turns and pulls back his arm to deliver another shot. "Scarlet Spider; kills bugs DEAD!" Agent Briggs lunges herself at him and grabs his arm, trying to pull him back. 

"NO! Stop him, Joe! Fight back! I know you're in there, come on!" Scarlet looks down at her in a sideways glance, his eyes glowing as his eye-beams charge up.

**"Big mistake, babe!"** Agent Briggs ducks down, saying a quick prayer as she expects to be flash friend in a millisecond. However, as soon as Scarlet begins to fire, his other arm enters his field of vision and takes the full blast at point-blank range.

* * *

"AAAAAAAAA_AAAAAAAAAH!"_ The scream rings out throughout the warehouse and inside Agent Wade's mind, as both he and the Scarlet icon grab their smoldering arms. Scarlet looks up at Joe on his knees from his hunched over position, managing to fight back the pain and allow a chuckle through. 

_"Geeze, Joe! Why are you still trying to fight me, huh? Why can't you just accept that I'm GONNA WIN?"_ Joe looks up at him and snarls. He releases his arm and forces himself to his feet.

_"Because I WON'T LET YOU!"_ he shouts as he lunges at Scarlet.

* * *

In reality, Spidey watches with his head tilted in confusion as Scarlet slugs himself across the face. That blow is followed by a mighty shot to his stomach area before his whole body flips over and lands hard on the ground. Briggs grabs Spidey's arm and helps him up. 

"What's going on?" she asks.

"Wade must've gotten the upper hand!"

"But, for how long?"

"Probably not as long as we need. Find Peter, see if that scientific brain of his came up with any ideas yet. I'll keep laughing boy busy if Joe loses again." Agent Briggs nods and heads off as Spidey watches the Scarlet Spider pound himself relentlessly, ready if he needs to be.

* * *

"What're you doing?" Agent Briggs asks, finding Peter dabbling with the main console. "Did Ock tell you how to beat him?" 

"Unfortunately, no. But something she said did give me an idea. The Scarlet Spider started out as a VR program, right?"

"Right…"

"That means it's a computer program. Granted, a highly advanced Star Trek kind of program, but still a program. And the current Scarlet Spider persona that took over in the explosion is a virus created by that program. Which means, what we might need is an anti-virus. In theory, anyway."

"Great, so can you make one?"

"I may not have to. Ock isn't stupid…if she's anything like her predecessor, she anticipated this eventuality. It's just a matter of finding where she hid it, if this computer isn't too damaged."

* * *

Spidey leaps aside as Scarlet throws himself onto the spot where he stood. He grabs the wall and clings to it, looking across the room at his partners. "Hey! Whatever you two are trying to do over there be nice if you sped it up a little!"

* * *

Agent Wade and Scarlet grapple inside their shared mind, Wade's face distorted in grim determination and effort as he tries to fight against Scarlet's strength. Scarlet delivers an uppercut to Wade's chin, sending him flying through the mindscape. 

_"Now, without further ado…"_ Scarlet spins around and looks at Spidey, standing menacingly before him. **"…the death of Spidey, and his little friends too!"** Scarlet lunges in attack but Spidey leaps over him. However, Scarlet quickly recovers and spins; delivering a backhand that compliments Spidey's momentum and sends him reeling across the room.

* * *

Peter looks up from the console as his spider-sense blares. He grabs Agent Briggs and pulls her down to the ground with him. "Look out!" A split second after they dive, Spidey crashes hard into the console back-first. Taking a cue from his spider-sense, Peter quickly reaches up and yanks Spidey down with them just before Scarlet slams his fist through the spot where he was. He rears back, howling in pain as electricity from the consol courses through his metallic body. 

**"AAAAAAAAAAAAAAAAAAARGH!"**

* * *

Wade and Scarlet writhe with pain as they feel the electricity themselves.

* * *

Scarlet manages to free his hand from the console and falls back onto the ground.

* * *

Wade pants on the "ground" of the mindscape, trying to clear his head from the shock of the suddenly pain. He turns his head in Scarlet's direction and sees him on the floor as well, equally stunned. However, he notices something that makes him smirk; Scarlet's form had become translucent and was shaking with static and distortion. Wade forces himself to stand up. 

_"So, you have a weakness after all."_

* * *

"Thanks, Pete…nng" Spidey says as he shakes his aching head. He would love nothing more than to find a nice, warm bed (any will do) and just crawl into it for the next year. Unfortunately, that dream needs to be put on hold as the Scarlet Spider stands up. Spidey groans and stands as well, weakly raising his fists. "Round 27, anyone?" Scarlet looks at Spidey, then looks past him at the console. He lunges, but instead of attacking, he lands by the console and grabs it with both hands. Seemingly without any effort, he rips it off the wall and throws it back. "Ummm…I'm over here now…" Spidey mutters, confused as he and his befuddled partners look on. Scarlet looks down at the electricity crackling at the torn ends of the console's power cables sticking out of the wall. He reaches his hands up towards them.

* * *

In the mindscape, Wade stands in the same pose as his body in reality, drawing his hands closer to where the cables would be and watching from his window to the outside world. Scarlet struggles to recompose himself enough to stop him, but can't stop the static convulsions rippling through his form. 

_"No! You fool! You'll kill us both!"_

_"Good."_

* * *

Scarlet grabs the cables, and the electricity flows through his body once again. 

"Joe! No!" Agent Briggs screams out, trying to reach out for him until she's stopped by Peter and Spidey.

"Agent Briggs, wait!" Peter shouts.

"NO! It's Joe! It has to be! Do something before he kills himself!" Spidey looks around and notices a large pipe on the ground. He holds out his hands in Peter's direction.

"Peter, web me!" Peter holds up his arms and squeezes the triggers on his web-shooters, coating Spidey's hands in webbing.

* * *

Wade sits up on his knees, keeping his hands up in position, refusing to succumb to the pain and let go. Scarlet's form begins to break up and distort more behind him as the electricity wreaks havoc with his base programming as it would with any computer. 

_"Who's laughing now, huh? WHO'S LAUGHING NOW!"_ Wade screams out through the pain.

* * *

Spidey swings the pipe with whatever strength he could muster, connecting with Scarlet's body and knocking him free of the cables. The webbing on his hands kept them insulated from any electricity the pipe may have conducted in those brief moments of contact.

* * *

Scarlet falls to the "ground" and shatters, billions of pixels scattering about like broken shards of glass. Wade lies there within his own mind, eyes wide open and a big smile on his face, motionless and possibly at peace for the first time in a long time.

* * *

Spidey, Peter and Agent Briggs all look down at Agent Wade's body where the Scarlet Spider once was. His body is once again flesh with metallic circuits all over with thin strands of smoke billowing up off his body.

* * *

**LATER**

Shortly after Wade's sacrifice, Ock's lair had become surrounded by FBI vehicles and agents, ambulances and fire trucks. Wade and Lady Ock were quickly loaded up onto gurneys and ushered out of the warehouse to the waiting ambulances. Lady Ock's was bound for Bellevue back in the city where she would be treated in the prison ward before being transferred to a prison of the court's choosing. Wade's ambulance had instructions to take him to the nearest heliport, where he will then be airlifted back to Washington to be kept under tighter security while enduring medical observation.

Spidey and Peter watch the scene below from the rooftop, being careful to stay just far enough back from the edge to be unseen by anyone on the ground. Agent Briggs had enough problems on her hands what with disobeying director orders without having to explain what Spider-Man and a newspaper photographer was doing with her.

"Think Wade finally beat him?" Spidey asks.

"It's possible that it was enough of a jolt to wipe out the Scarlet Spider program from Wade's mind, but I guess only time will tell," Peter responds. Agent Briggs climbs into the ambulance and the paramedics shut the doors. It takes off with an official escort towards the highway.

* * *

Inside the ambulance, Agent Briggs looks at Wade lying motionless on the gurney. She glances up at the heart monitor hanging above him, staring at his weak heart rate. But, at least there's still one there to be weak. She looks back down at the restraints around his wrists, then up at his face. She tries to hold back tears, but finds herself failing. 

"I hope you're alright, Joe. I hate to think after all this that…thing won. I put my career on the line for you, partner. Heh…you better appreciate it," she says with a forced smile. It quickly fades as she sees no response from him. "I dunno if you can hear me, Joe. Just please…wake up…" Suddenly, Wade's eyes fly open and he sits up, ripping the restraints off the gurney. Agent Briggs jumps back, startled. "Joe!" Wade gives her a glance, then lunges for the doors.

He knocks them off their hinges and sends them flying at the agent's car tailing behind, causing the driver to veer trying to avoid them. Wade leaps off the back of the ambulance, his skin starting to shift into the red Scarlet Spider façade as he fires a web-line and snags a lamppost on the side of the highway. The ambulance skids to a stop as the frightened medics react to the chaos behind them while Scarlet swings away. Agent Briggs sticks her head out of the back of the ambulance.

"JOOOOOOOOOOE!" she calls after him as he swings off further and further away, beginning to blend into the night. "Joe…" she whispers to herself, feeling the unwanted tears forcing their way back into her eyes again.

* * *

**CAYMAN ISLANDS, TWO MONTHS LATER**

Agent Briggs is led by the hotel manager to one of the cabanas overlooking the beautiful tropical beach of the island. She looks around through her sunglasses for any familiar forms, but finds none to be seen. Following Wade's departure back in New Jersey, Agent Briggs has put herself on indefinite leave from the FBI office and taken off after him. She's finally managed to track him down here to the Caymans, her FBI credentials getting her access to his room.

The manager unlocks the door and heads back towards the hotel. She enters the room and removes her shades, looking around. The room is empty. Wade had taken off just before she got there. She looks down on the bed and notices an envelope with the name "Steph" written on it placed in the center. She picks it up and opens it, pulling out the note inside.

"Dear Steph, I left this because I know you've been tracking me. By the time you read this note, I'll be long gone. The electrical jolt only served to disrupt the Scarlet Spider program inside me instead of completely destroying it. I could feel it begin to return in that ambulance when I woke up, which is why I escaped.

"I needed to get away from the city, Steph. Away from innocent people. Away from you. I can't risk hurting anyone, I hope you can understand that. I need to keep moving, to find someone somewhere who knows how to help me get rid of this monster living inside me…the monster trying to get back out. So far, I've been able to stay in control, but it's only a matter of time.

"When I'm finally free of it, I'll return. I promise you that. I won't stop until it's gone and I have my life back. I won't stop. Period. I would ask you to stop chasing me and just let me be, but I know you too well. I just ask if you should manage to catch up to me to be careful and be ready to stop me if you need to, by any means necessary.

"Take care of yourself, Steph. I couldn't have asked for a better parent. Or friend. Your partner, Joe Wade." Steph crumples up the letter in her hand and turns to the window next to the door. She puts her arm up against the frame and rests her head on it, looking out to the sun setting over the beautiful clear ocean. Joe Wade is out there somewhere, and she WILL find him.

"Hee hee hee!"

THE END?

* * *

**FOOTNOTES**

(1) Revealed when Firestar torched Scarlet in New Warriors vol. 1 #67 and carried over into Web of Scarlet Spider #4

* * *

SENSATIONAL SPIDER-MAN VOL. 2 NO. 3 © 2003, 2005 C. BUCHNER. SPIDER-MAN AND ALL RELATED CHARACTERS TM & © MARVEL COMICS GROUP. THIS STORY IS FICTIONAL. ANY SIMILARITIES TO ANY LIVING OR DEAD PERSONS, BUSINESSES OR ORGANIZATIONS IS PURELY COINCIDENTAL. 


End file.
